THE COMPANIES (GUERNSEY) LAW 2008 as amended COMPANY LIMITED BY SHARES ARTICLES OF INCORPORATION THIRD POINT OFFSHORE INVESTORS LIMITED

Transcription

1 THE COMPANIES (GUERNSEY) LAW 2008 as amended COMPANY LIMITED BY SHARES ARTICLES OF INCORPORATION of THIRD POINT OFFSHORE INVESTORS LIMITED Registered this 19 June 2007 (articles of association amended by special resolutions dated 2 July 2007, 28 April 2008, 27 May 2010, 12 March 2014 and 22 June 2016) 11/ _3 1

2 THE COMPANIES (GUERNSEY) LAW 2008, AS AMENDED COMPANY LIMITED BY SHARES ARTICLES OF INCORPORATION of THIRD POINT OFFSHORE INVESTORS LIMITED INTERPRETATION The standard Articles prescribed pursuant to Section 16(2) of the Law shall be excluded in their entirety. 1. In these Articles the following words shall bear the following meanings if not inconsistent with the subject or context:- Words accounts Affiliate Articles at any time Board or "Board of Directors" Meanings means either individual accounts prepared in accordance with Section 243 of the Law or consolidated accounts prepared in accordance with Section 244 of the Law. any employee of the Company, the Third Point Group or any associated service provider to the Company or the Third Point Group. these Articles of Incorporation as now framed and at any time altered. at any time or times and includes for the time being and from time to time. the Directors at any time or the Directors present at a duly convened meeting at which a quorum is present. B Shares B shares of no par value in the capital of the Company. B Shareholder means Third Point Offshore Independent Voting Company Limited and its successors from time to time. Business Day any day on which banks in the Island of Guernsey, London and New York are open for normal banking business. 11/ _3 1

3 clear days in relation to the period of notice means that period excluding the day when notice is given or deemed to be given and the day for which it is given or on which it is to take effect. Conversion Calculation the last Business Day of each month commencing in Date August CREST Guernsey Requirements CREST Manual Rule 8 and such other of the rules and requirements. of EUI as may be applicable to issuers as from time to time specified in the CREST Manual. means the:- CREST Reference Manual; CREST International Manual; CREST Central Counterparty Service Manual; CREST Rules; CCSS Operations Manual; and CREST Glossary of Terms. CREST Rules CREST UK system Currency Class dematerialised instruction Director ERISA EUI Euro or the rules from time to time issued by EUI governing the admission of securities to and the operation of the CREST UK system. the facilities and procedures for the time being of the relevant system of which EUI has been approved as operator pursuant to the UK Regulations. a class of Ordinary Shares or B Shares denominated in Sterling, Euros or US Dollars. an instruction sent or received by means of the CREST UK system. a director of the Company for the time being or, as the case may be, the directors assembled as a board or committee of such board. the US Employee Retirement Income Security Act 1974, as amended. Euroclear UK & Ireland Limited (formerly known as CRESTCo. Limited) incorporated in England and Wales under number and whose registered office, at the date of the adoption of these Articles, is at 33 Cannon Street, London, EC4M 5SB. refers to the lawful single currency introduced at the start of the third stage of the Economic and Monetary Union, pursuant to the Treaty establishing 11/ _3 2

4 the European Economic Community, as amended by the Treaty on the European Union. Euro Shares Euro B Share executors Ordinary Shares of the Company denominated in Euro. B Shares of the Company denominated in Euro. includes administrators. financial year (a) firstly, the period beginning on the date on which a Company was incorporated and ending within eighteen (18) months of that date; and (b) thereafter, the period beginning on the day after its previous financial year ended and ending within eighteen (18) months of that date. Group Law Liquidator Memorandum Month Net Asset Value or NAV Net Asset Value per Share Non-Qualified Holder the Company and any subsidiary of the Company and any subsidiaries of such subsidiaries from time to time. the Companies (Guernsey) Law, 2008 as amended, extended or replaced and any Ordinance, statutory instrument or regulation made thereunder and references to sections thereof shall refer to such sections as amended or renumbered from time to time. means a liquidator appointed pursuant to the Law, and includes joint Liquidators. the Memorandum of Incorporation of the Company. calendar month. the value of the assets of the Company less the amount of its liabilities determined in accordance with the principles set out in Article 193. the NAV per Share of each class which is calculated as at the last Business Day of each month by dividing the NAV of the relevant class account by the number of Shares of the relevant class in issue as at the close of business on that day. means a prospective investor who, in the sole opinion of the Directors, is not permitted to acquire Shares because: a) the prospective investor is not eligible to acquire shares pursuant to applicable restrictions contained in Rule 144A, Regulation D, 11/ _3 3

5 Regulation S, or the US Investment Company Act; b) the acquisition of Shares by the prospective investor would not permit the Company to qualify for exemptions provided under Sections 3(c)(7) and 7(d) of the US Investment Company Act; or c) the prospective investor s proposed Purchaser Letter, Transferee Letter, or similar representation is not acceptable for any other reason pursuant to US securities laws. Office Ordinary Share Ordinary Shareholder Plan Prospectus proxy Register Seal Secretary the registered office at any time of the Company. an ordinary share of no par value in the Company. means a holder of an Ordinary Share (i) an employee benefit plan (within the meaning of Section 3(3) of ERISA) that is subject to Part 4 of Title 1 of ERISA, (ii) a plan, individual retirement account or other arrangement that is subject to Section 4975 of the US Internal Revenue Code or any other state, local, non-us or other laws or regulations that would have the same effect as regulations promulgated under ERISA by the US Department of Labor and codified at 29 C.F.R. Section to cause the underlying assets of the Company to be treated as assets of that investing entity by virtue of its investment (or any beneficial interest) in the Company and thereby subject the Company and its general partner (or other persons responsible for the investment and operations of the Company s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title 1 of ERISA or Section 4975 of the US Internal Revenue Code, or (iii) an entity whose underlying assets are considered to include plan assets of any such plan, account or arrangement. a prospectus relating to the Company prepared in accordance with the prospectus rules and which comprises the summary note, securities note and registration document. includes attorney. the register of members kept pursuant to the Law. the common seal of the Company. includes a temporary or assistant Secretary and any person appointed by the Board to perform any of the duties of Secretary. 11/ _3 4

6 Share or Shares Shareholder Sterling or Sterling Shares Sterling B Shares uncertificated unit of a security Third Point United Kingdom UK Regulations United States or US "US Dollars" or $ "US Dollar Shares" "US Dollar B Shares" means any Ordinary Share and any B Share. includes a registered holder of an Ordinary Share and any person entitled on death, disability or insolvency of a member; and includes any B Shareholder. refers to the lawful currency of the United Kingdom. Ordinary Shares of the Company denominated in Sterling. B Shares of the Company denominated in Sterling. means a unit of a Guernsey security title to which is recorded on the relevant register of securities as being held in uncertificated form, and title to which may be transferred by means of the CREST UK system; and certificated unit of a security means a unit of a security which is not an uncertificated unit. the smallest possible transferable unit of the security (for example a single share). Third Point LLC, a limited liability company established under the laws of Delaware. The United Kingdom of Great Britain and Northern Ireland. the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended by the Uncertificated Securities (Amendment) (Eligible Debt Securities) Regulations 2003 (SI 2003 No. 1633), and such other regulations made under Section 207 of the (UK) Companies Act 1989 or Section 785 of the (UK) Companies Act 2006 as are applicable to EUI and/or the CREST relevant system and are from time to time in force. means the United States of America, its territories and possessions, any state of the United States of America and the district of Columbia. refers to the lawful currency of the United States. Ordinary Shares of the Company denominated in US Dollars. B Shares of the Company denominated in US Dollars. 11/ _3 5

7 "US Investment Company Act" the United States Investment Company Act 1940, as amended. US Person US Securities Act VoteCo means a person who is either (a) a "US Person" within the meaning of Regulation S under the US Securities Act of 1933, as amended; or (b) not a "Non-United States person" within the meaning of the Commodity Futures Trading Commission Rule Rule 4.7(a)(I)(iv). The US Securities Act of 1933, as amended. means Third Point Offshore Independent Voting Company Limited, a limited liability company established under the laws of Guernsey. The singular includes the plural and vice versa. The masculine includes the feminine. Words importing persons include corporations. A reference to a subsidiary or a holding company shall be construed in accordance with Section 531 of the Law. Expressions referring to writing include any mode of representing or reproducing words. Subject to the above any words defined in the Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles. In the event of any conflict between these Articles and the mandatory provisions of the Law, the latter shall prevail. Where a Section of the Law is referred to and that Section is amended or renumbered or supplemented, then the reference shall be deemed to refer to the same Section as amended, renumbered or supplemented. BUSINESS 2. Any branch or kind of business which by the Memorandum or by these Articles is either expressly or impliedly authorised to be undertaken may be undertaken or suspended at any time by the Board whether commenced or not. SHARES 3. (1) The Share Capital of the Company is represented by an unlimited number of Ordinary Shares of no par value and an unlimited number of B Shares of no par value each having the rights hereinafter described. 11/ _3 6

8 (2) Ordinary Shares and B Shares may, upon issue and allotment, be denominated in Sterling, Euros and US Dollars according to the Currency Class to which they belong. (3) Ordinary Shares (i) Dividends Ordinary Shareholders are entitled to receive, and participate in, any dividends or other distributions out of the profit of the Company available for dividend and resolved to be distributed in respect of any accounting period or other income or right to participate therein. (ii) Winding up On a winding up, Ordinary Shareholders shall be entitled to the surplus assets remaining after payment of all the creditors of the Company. (iii) Voting (4) B Shares Ordinary Shareholders shall have the right to receive notice of and to attend and vote at general meetings of the Company and each Ordinary Shareholder being present in person or by proxy or by a duly authorised representative (if a corporation) at a meeting shall upon a show of hands have one vote and upon a poll each such holder present in person or by proxy or by a duly authorised representative (if a corporation) shall have one vote in respect of each US Dollar Share, one and a half votes in respect of each Euro Share and two votes in respect of each Sterling Share held by him. All B Shares shall remain unlisted and be held by VoteCo at all times until a winding-up of VoteCo when the B Shares will be distributed to the Ordinary Shareholders on the basis of two B Shares for every five Ordinary Shares held, and one B Share for every three Ordinary Shares held either in total or in addition to a multiple of five shares. (i) Dividend B Shareholders are entitled to receive an annual dividend at a fixed rate of pence (Sterling) per B Share, irrespective of whether their B Shares are denominated in Sterling or in any other currency, but B Shares shall confer no other right to share in the profits of the Company. (ii) Winding up B Shares do not entitle a B Shareholder to any surplus assets remaining after payment of all the creditors of the Company. (iii) Voting 11/ _3 7

9 B Shareholders shall have the right to receive notice of and to attend and vote at general meetings of the Company and each B Shareholder being present in person or by proxy or by a duly authorised representative (if a corporation) at a meeting shall upon a show of hands have one vote and upon a poll each such holder present in person or by proxy or by a duly authorised representative (if a corporation) shall have one vote in respect of every US Dollar B Share, one and a half votes in respect of every Euro B Share and two votes in respect of every Sterling B Share held by him. 4. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share or further classes of shares in the Company including shares or other securities convertible into existing classes of shares may be issued, with such preferred, deferred or other special rights or restrictions whether as to dividend, voting, return of capital or otherwise as the Company at any time by ordinary resolution may determine and subject to and in default of such determination as the Board may determine provided that such shares or securities are issued on terms which do not adversely affect the interest of existing Shareholders. 5. No pre-emption rights exist in respect of the Ordinary Shares 6. The Company shall not allot further B Shares otherwise than to the B Shareholders. 7. The aggregate issued number of B Shares shall at all times be at least 40 per cent. of the aggregate issued number of Ordinary Shares and B Shares, rounded up to the nearest whole number of B Shares where necessary, so that for every three new Ordinary Shares issued, two new B Shares will be issued and for every three Ordinary Shares cancelled, two B Shares will be cancelled. Whenever three Shares are held in treasury; two B Shares shall be surrendered to be held in treasury. 8. The ratio of issued US Dollar B Shares to Euro B Shares to Sterling B Shares shall at all times approximate as closely as possible the ratio of issued US Dollar Shares to Euro Shares to Sterling Shares. 9. Subject to the provisions of the Law, the terms and rights attaching to any class of Shares, these Articles and any guidelines established from time to time by the Board, the Company may from time to time purchase its own shares whether or not they are redeemable, and may pay the purchase price in respect of such purchase to the fullest extent permitted by the Law. The making and timing of any buy back will be at the absolute discretion of the Board. 10. Subject to the provisions of the Law and these Articles: (1) the Company and any of its subsidiary companies may, at the discretion of the Board, give financial assistance directly or indirectly for the purpose of or in connection with the acquisition of shares in the Company or in connection with reducing or discharging any liability incurred in connection with the purchase of shares in the Company; (2) fractions of shares may be issued or purchased by the Company. 11/ _3 8

10 11. Shares repurchased by the Company may be held as treasury shares and dealt with by the Directors to the fullest extent permitted by the Law. 12. If at any time the share capital is divided into different classes of shares (including, for the avoidance of doubt, a Currency Class of Shares), the rights attached to any class (unless otherwise provided by the terms of issue) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class (excluding any shares held as treasury shares) or with the sanction of a special resolution of the holders of the shares of that class. 13. The quorum for a variation of class rights meeting is:- (1) for a meeting other than an adjourned meeting, two (2) persons present holding at least one third of the voting rights of the class in question; (2) for an adjourned meeting, one (1) person holding shares of the class in question; or (3) where the class has only one member, that member. 14. For the purposes of Article 13(1) above, where a person is present by proxy or proxies, he is treated as holding only the shares in respect of which the proxies are authorised to exercise voting rights. 15. At a variation of class rights meeting, any holder of shares of the class in question present may demand a poll. 16. For the purposes of this Article:- (1) any alteration of a provision contained in these Articles for the variation of rights attached to a class of shares, or the insertion of any such provision into the Articles, is itself to be treated as a variation of those rights; and (2) references to the variation of rights attached to a class of shares include references to their abrogation. 17. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not (unless otherwise expressly provided by the terms of issue of the shares of that class) be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. 18. Subject as aforesaid in the case of a variation of class rights, when the share capital is divided into different classes of shares, Articles 66 through 108 shall apply mutatis mutandis to any class meeting and to the voting on any matter by the Shareholders of any such class. 19. The unissued shares other than B Shares shall be at the disposal of the Board which is authorised to allot, grant options over, or otherwise dispose of them to such persons on such terms and conditions and at such times as the Board determines and so that the amount payable on application on each share shall be fixed by the Board. 11/ _3 9

11 20. The Company may pay commission in money or shares to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares in the Company or procuring or agreeing to procure subscriptions whether absolute or conditional for any shares in the Company provided that the rate or amount of commission shall be fixed by the Board and disclosed in accordance with the Law. The Company may also pay brokerages. TRUSTS 21. Without prejudice to Part XXIX of the Law, except as ordered by a court of competent jurisdiction or as required by law the Company shall not be affected or bound by or be compelled in any way to recognise (even when having notice) any equitable, contingent, future or partial interest in any share or fraction or (except only as by these Articles or by law otherwise provided) or any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder and whether or not such share shall be entered in the Register as held in trust nor shall the Company be bound to see to the execution of any trust to which any share may be subject. 22. (1) The Directors shall have power by notice in writing to require any Shareholder to disclose to the Company the identity of any person other than the Shareholder (an interested party) who has any interest in the shares held by the Shareholder and the nature of such interest. (2) Any such notice shall require any information in response to such notice to be given in writing within the prescribed period which shall be 28 days after the service of the notice, or 14 days if the shares concerned represent 0.25 per cent. or more in value of the issued shares of the relevant Currency Class, or such other reasonable time period as the Directors may determine. (3) The Company shall maintain a register of interested parties and whenever in pursuance of a requirement imposed on a Shareholder as aforesaid the Company is informed of an interested party the identity of the interested party and the nature of the interest shall be promptly inscribed therein together with the date of the request. (4) The Directors may be required to exercise their powers under Article 22(1) on the requisition of Shareholders of the Company holding at the date of the deposit of the requisition not less than one-tenth of such of the paid up capital of the Company as carries at that date the right of voting at general meetings of the Company. The requisition must:- (a) (b) (c) state that the requisitionists are requiring the Company to exercise its powers under this Article; specify the manner in which they require those powers to be exercised; and give reasonable grounds for requiring the Company to exercise those powers in the manner specified, 11/ _3 10

12 and must be signed by the requisitionists and deposited at the Office. The requisition may consist of several documents in like form each signed by one or more requisitionists. On the deposit of a requisition complying with this section it is the Directors duty to exercise their powers under Article 22(1) in the manner specified in the requisition. (5) If any Shareholder has been duly served with a notice given by the Directors in accordance with Article 22(1) and is in default for the prescribed period in supplying to the Company the information thereby required the Directors may in their absolute discretion at any time thereafter serve a notice (a direction notice ) upon such Shareholder as follows:- (a) a direction notice may direct that, in respect of:- (i) (ii) the shares comprising the shareholder account in the Register which comprises or includes the shares in relation to which the default occurred (all or the relevant number as appropriate of such shares being the default shares ); and any other shares held by the Shareholder; the Shareholder shall not be entitled to attend or vote (either personally or by representative or by proxy) at any general meeting or meeting of the holders of any Currency Class of the Company or to exercise any other right conferred by membership in relation to any such meetings; and (b) where the default shares represent at least 0.25 per cent. of the class of shares concerned, then the direction notice may additionally direct that:- (i) (ii) in respect of the default shares, any dividend or part thereof which would otherwise be payable on such shares shall be retained by the Company without any liability to pay interest thereon when such money is finally paid to the Shareholder; no transfer other than an approved transfer (as set out in Article 22(8)(c)) of any of the shares held by such Shareholder shall be registered unless:- (1) the Shareholder is not himself in default as regards supplying the information requested; and (2) the transfer is of part only of the Shareholder s holding and when presented for registration is accompanied by a certificate by the Shareholder in a form satisfactory to the Directors to the effect that after due and careful enquiry the Shareholder is satisfied that no person in default as regards 11/ _3 11

13 supplying such information is interested in any of the shares the subject of the transfer. The Company shall send to each other person appearing to be interested in the shares the subject of any direction notice a copy of the notice, but failure or omission by the Company to do so shall not invalidate such notice. (6) If shares are issued to a Shareholder as a result of that Shareholder holding other shares in the Company and if the shares in respect of which the new shares are issued are default shares in respect of which the Shareholder is for the time being subject to particular restrictions, the new shares shall on issue become subject to the same restrictions whilst held by that Shareholder as such default shares. For this purpose, shares which the Company procures to be offered to Shareholder pro rata (or pro rata ignoring fractional entitlements and shares not offered to certain Shareholders by reason of legal or practical problems associated with offering shares outside the United Kingdom or Guernsey) shall be treated as shares issued as a result of a Shareholder holding other shares in the Company. (7) Any direction notice shall have effect in accordance with its terms for as long as the default, in respect of which the direction notice was issued, continues but shall cease to have effect in relation to any shares which are transferred by such Shareholder by means of an approved transfer as set out in Article 22(8)(c). As soon as practical after the direction notice has ceased to have effect (and in any event within seven days thereafter) the Directors shall procure that the restrictions imposed by Articles 22(5) and 22(6) above shall be removed and that dividends and other monies withheld pursuant to Article 22(5)(b)(i) above are paid to the relevant Shareholder. (8) For the purpose of this Article:- (a) a person shall be treated as appearing to be interested in any shares if the Shareholder holding such shares has given to the Company a notification which either (a) names such person as being so interested or (b) fails to establish the identities of those interested in the shares and (after taking into account the said notification and any other relevant notification) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares; (b) the prescribed period in respect of any particular Shareholder is 28 days from the date of service of the said notice in accordance with Article 22(1) except where the default shares represent at least 0.25 per cent. of the class of shares concerned in which case such period shall be 14 days; (c) a transfer of shares is an approved transfer if but only if:- (i) it is a transfer of shares to an offeror by way or in pursuance of acceptance of a public offer made to acquire all the issued shares in the capital of the Company not already owned by the offeror or connected person of the offeror in respect of the Company; or 11/ _3 12

14 (ii) (iii) the Directors are satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares to a party unconnected with the Shareholder and with other persons appearing to be interested in such shares; or the transfer results from a sale made through a recognised investment exchange (as defined in the Financial Services and Markets Act 2000 of the United Kingdom) or any stock exchange outside the United Kingdom on which the Company s shares are listed or normally traded. For the purposes of this Article any person referred to in Article 122(3) in relation to Directors shall, mutatis mutandis, be included amongst the persons who are connected with the Shareholder or any person appearing to be interested in such shares. (9) Any shareholder who has given notice of an interested party in accordance with Article 22(2) who subsequently ceases to have any party interested in his shares or has any other person interested in his shares shall notify the Company in writing of the cessation or change in such interest and the Directors shall promptly amend the register of interested parties accordingly. (10) Articles 22(1) to 22(9) are without prejudice to Sections 488 and 489 of the Law, when applicable. UNTRACED SHAREHOLDERS 23. The Company shall be entitled to sell (at a price which the Company shall use its reasonable endeavours to ensure is the best obtainable) the shares of a Shareholder or the shares to which a person is entitled by virtue of transmission on death or insolvency or otherwise by operation of law if and provided that: (1) during the period of not less than twelve (12) years prior to the date of the publication of the advertisements referred to below (or, if published on different dates, the first thereof) at least three (3) dividends in respect of the shares in question have become payable and no dividend in respect of those shares has been claimed in such manner as the Company shall decide; and (2) the Company shall following the expiry of such period of twelve (12) years have inserted advertisements, but in a national newspaper and in a newspaper circulating in the area in which the last known address of the Shareholder or the address at which service of notices may be effected under these Articles is located giving notice of its intention to sell the said shares; and (3) during the period of three (3) months following the publication of such advertisements (or, if published on different dates, the last thereof) the Company shall have received indication neither of the whereabouts nor of the existence of such Shareholder or person; and (4) notice shall have been given to the stock exchanges on which the Company is listed, if any; and 11/ _3 13

15 (5) the foregoing provisions of this Article are subject to any restrictions applicable under any regulations relating to the holding and/or transferring of securities in any paperless system as may be introduced from time to time in respect of the shares of the Company or any class thereof. CONVERSION OF SHARES 24. Subject as hereinafter provided a holder of Ordinary Shares of any one Currency Class shall have the right from time to time on a Conversion Calculation Date as permitted by the Directors, to convert all or any portion of his Ordinary Shares of one Currency Class into Ordinary Shares of any other Currency Class (of which Ordinary Shares are in issue at the relevant time) on the following terms: (1) the right of conversion is exercisable by the said holder giving to the Company or its authorised agent at least 10 Business Days' notice (or where thought appropriate in respect of an individual conversion request outside this time, such short notice period as a Director, Northern Trust and Capita may consider appropriate) before the relevant Conversion Calculation Date; (2) the notice shall specify the number and Currency Class to be converted from and the Currency Class of Ordinary Shares into which they are to be converted; (3) the notice shall be submitted either through submission of the relevant instruction mechanism (for Shareholders holding Ordinary Shares in uncertificated form in CREST or any other relevant system) or through the return of the relevant Ordinary Share certificate to the registrar in the case of Ordinary Shares held in certificated form. 25. The Board of Directors may amend the process of conversion (including the frequency of Currency Class conversions in any one year and the procedure for giving notice of conversion) in such manner as they see fit for the purposes of facilitating conversions of Ordinary Shares in uncertified or certified form or to facilitate electronic communication. 26. Any conversion notice once given shall be irrevocable without the consent of the Board of Directors. 27. The date on which conversion shall take place shall be a date determined by the Board of Directors being not more than 20 Business Days after the relevant Conversion Calculation Date. 28. Conversion shall be effected by way of redesignation of Ordinary Shares of one Currency Class into Ordinary Shares of another Currency Class or in any such other manner as the Board of Directors may determine. Fractions of Ordinary Shares arising on such conversion shall be rounded down to the nearest whole Ordinary Share. 29. The number of Shares of the new class that will arise on conversion shall be determined by the Directors in accordance (or as nearly as may be in accordance) with the following formula:- NS = {OS x (A x B)} divided by C 11/ _3 14

16 where:- NS OS A B C is the number of shares of the new class that will arise; is the aggregate number of shares of the original class to be converted comprised in the notice; is the last reported Net Asset Value per Share of the original class, on the relevant Conversion Calculation Date, less the costs of conversion; is the currency conversion factor determined by the Company as representing the effective rate of exchange applicable between the currencies of the original class and the new class, calculated using the noon buying rates published by the US Federal Reserve on the relevant Conversion Calculation Date; and is the last reported Net Asset Value per Share of the class into which the original shares will be converted, on the relevant Conversion Calculation Date, the Directors may make any adjustments to the above calculation as they deem appropriate to reflect any performance fees accrued in respect of any class of shares at the relevant time but not yet taken into account in the calculation of the relevant Net Asset Value as at such time. 30. The Board of Directors have the right compulsorily to convert such Currency Class of Ordinary Shares into the Currency Class of Ordinary Shares then in issue with the greatest aggregate value in US Dollar terms as at the corresponding Conversion Calculation Date provided that the aggregate NAV of any Currency Class falls below the US Dollar equivalent of $50 million NAV. 31. Pursuant to the abovementioned conversion of Ordinary Shares, a corresponding number of B Shares of the relevant Currency Class shall be converted in a similar manner as described above, except that fractions of B Shares arising on such conversion shall be rounded up to the nearest B Share. INVESTMENT OBJECTIVE AND POLICY 32. Any material change to the Company's investment objective or policy as set out in a Prospectus requires the consent of Shareholders to be given by ordinary resolution. CERTIFICATES 33. (1) Save in relation to shares held in uncertificated form, every person shall be entitled:- (a) without payment to one certificate for all his shares of each class and when part only of the shares comprised in a certificate is sold or transferred to a balance certificate; or 11/ _3 15

17 (b) upon payment of such sum as the Board may determine to several certificates each for one or more shares of any class. (2) Every certificate shall be issued within one month after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) and shall specify the shares to which it relates and the amount paid up and the distinguishing numbers (if any). (3) All forms of certificate for shares or debentures or representing any other form of security (other than letters of allotment, scrip certificates and other like documents) shall be issued and may if determined by the Board be issued under the Seal of the Company and shall be signed autographically unless there shall be in force a resolution of the Board adopting some method of mechanical signature in which event the signatures (if authorised by such resolution) may be effected by the method so adopted. 34. The Company shall not be bound to register more than four persons as the joint holders of any share or shares and, in respect of a share held jointly, the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. 35. If a share certificate be defaced lost or destroyed it may be replaced or renewed without charge (other than exceptional out of pocket expenses) on such terms (if any) as to evidence and indemnity as the Board thinks fit. LIEN 36. The Company shall have a first and paramount lien (extending to all dividends payable) on all shares (not being fully paid) for all moneys whether presently payable or not called or payable at a fixed time in respect of those shares and that whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person (other than such holder) and whether the time for payment or discharge shall have arrived or not and notwithstanding that the same are joint debts or liabilities of such holder and any other person (whether a Shareholder of the Company or not). 37. For the purpose of enforcing such lien the Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of the sum presently payable, and giving notice of intention to sell in default, shall have been served on the holder for the time being of the shares or the person entitled by reason of his death or bankruptcy to the shares. For the purpose of giving effect to any such sale the Directors may authorise some person to transfer to the purchaser thereof the shares so sold. 38. The net proceeds of such sale, after payment of the costs of such sale, shall be applied in or towards payment or satisfaction of the debt or liability in respect whereof the lien exists, so far as the same is presently payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. The purchaser shall be registered as the holder of the shares so transferred and he shall not be bound to see to the application of the purchase money, nor shall his 11/ _3 16

18 title to the shares be affected by any irregularity or invalidity in the proceedings in relation to the sale. CALLS ON SHARES 39. The Board may at any time make calls upon the Shareholders in respect of any moneys unpaid on their shares (whether on account of the nominal value or by way of premium and not by the conditions of allotment made payable at fixed times) and each Shareholder shall pay to the Company at the time and place appointed the amount called. A call may be revoked or postponed. 40. Joint holders shall be jointly and severally liable to pay calls. 41. If a sum called in respect of a share is not paid before or on the day appointed the person from whom the sum is due shall pay interest from the day appointed to the time of actual payment at such rate as the Board may determine. 42. (1) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable and in the case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. (2) The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the money uncalled and unpaid upon the shares held by him beyond the sums actually called up thereon as payment in advance of calls, and such payment in advance of calls shall extinguish, so far as the same shall extend, the liability upon the shares in respect of which it is advanced, and upon the money so received or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which it has been received, the Company may (until the same would, but for such advance, become presently payable) pay interest at such rate as the Shareholder paying such sum and the Directors agree upon PROVIDED THAT any amount paid up in advance of calls shall not entitle the holder of the shares upon which such amount is paid to participate in respect thereof in any dividend until the same would but for such advance become presently payable. 43. The Board may on an issue of shares differentiate between holders as to amounts of calls and times of payment. FORFEITURE AND SURRENDER OF SHARES 44. If a Shareholder fails to pay any call or instalment on the day appointed the Board may at any time during such period as any part remains unpaid serve notice requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued and any expenses which may have been incurred by the Company by reason of non-payment. 45. The notice shall state a further day on or before which the payment required by the notice is to be made and the place where the payment is to be made and that in the 11/ _3 17

19 event of non-payment the shares in respect of which the call was made or instalment is payable will be liable to be forfeited. If the requirements of any such notice are not complied with any share in respect of which the notice has been given may at any time before payment has been made be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture. 46. If any Shares are owned directly or beneficially by a person believed by the Board of Directors to be a Non-Qualified Holder or a Plan investor, the Board of Directors may give notice to such person requiring him to either: (i) (ii) provide the Board of Directors within 30 days of receipt of such notice with sufficient satisfactory documentary evidence to satisfy the Board of Directors that such person is not a Non-Qualified Holder or a Plan investor, or sell or transfer his Shares to a person qualified to own the same and provide satisfactory evidence of such sale or transfer. Where the condition in Article 46(i) or 46(ii) is not satisfied within 30 days after the serving of the notice, the person will be deemed, upon the expiration of such 30 days, to have forfeited his shares and the Company may deal with such Shares as it sees fit, subject always to the provisions of the Law. 47. Notice of forfeiture shall forthwith be given to the former holder and an entry of such notice and forfeiture shall forthwith be made and dated in the Register opposite the entry of the share; but no forfeiture shall be in any manner invalidated by any omission or neglect to give notice or to make entry. 48. A forfeited share shall be deemed to be the property of the Company and may be sold re-allotted or otherwise disposed of on such terms as the Board shall think fit with or without all or any part of the amount previously paid on the share being credited as paid and at any time before a sale or disposition the forfeiture may be cancelled. 49. A person whose shares have been forfeited shall cease to be a Shareholder in respect of those shares but shall remain liable to pay to the Company all moneys which at the date of forfeiture were payable in respect of the shares with interest at such rate as the Board may determine. The Board may enforce payment without any allowance for the value of the shares at the time of forfeiture. 50. A person whose shares have been forfeited shall cease to be a Shareholder in respect of the forfeited shares, but shall notwithstanding the forfeiture remain liable to pay to the Company all monies which at the date of forfeiture were presently payable by him to the Company in respect of the shares with interest thereon from the date of forfeiture until payment at such rate as the Directors may determine and the Directors may enforce payment without any allowance for the value of the shares at the time of forfeiture. 51. The Board may accept from any Shareholder on such terms as shall be agreed a surrender of any shares in respect of which there is a liability for calls. Any surrendered share may be disposed of in the same manner as a forfeited share. 11/ _3 18

20 52. A declaration in writing by a Director or the Secretary that a share has been duly forfeited or surrendered on the date stated in the declaration shall be conclusive evidence of the facts therein as against all persons claiming to be entitled to the shares. 53. The Company may receive the consideration given for any share on any sale or disposition and may execute a transfer of the share in favour of the person to whom the same is sold or disposed of and he shall thereupon be registered as the holder and shall not be bound to see to the application of the purchase money nor shall his title be affected by any irregularity or invalidity in forfeiture sale re-allotment or disposal. TRANSFER AND TRANSMISSION OF SHARES 54. (1) (a) The Directors shall have power to implement such arrangements as they may, in their absolute discretion, think fit in order for any class of shares to be admitted to settlement by means of the CREST UK system. Where they do so, Articles 54(1)(b) and 54(1)(c) shall commence to have effect immediately prior to the time at which EUI admits the class to settlement by means of the CREST UK system. (b) In relation to any class of shares which, for the time being, EUI admitted to settlement by means of the CREST UK system, and for so long as such class remains so admitted, no provision of these Articles shall apply or have effect to the extent that it is in any respect inconsistent with:- (i) (ii) (iii) the holding of shares of that class in uncertificated form; the transfer of title to shares of that class by means of the CREST UK system; or the CREST Guernsey Requirements. (c) Without prejudice to the generality of Article 54(1)(b) and notwithstanding anything contained in these Articles where any class of shares is, for the time being, admitted to settlement by means of the CREST UK system:- (i) (ii) (iii) (iv) such securities may be issued in uncertificated form in accordance with and subject as provided in the CREST Guernsey Requirements; unless the Directors otherwise determine, such securities held by the same holder or joint holder in certificated form and uncertificated form shall be treated as separate holdings; such securities may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the CREST Guernsey Requirements; title to such of the shares as are recorded on the register as being held in uncertificated form may be transferred only by 11/ _3 19

21 means of the CREST UK system and as provided in the CREST Guernsey Requirements and accordingly (and in particular) no provision of these Articles shall apply in respect of such shares to the extent that those Articles require or contemplate the effecting of a transfer by an instrument in writing and the production of a certificate for the security to be transferred; (v) (vi) (vii) (viii) (ix) the Company shall comply in all respects with the CREST Guernsey Requirements including without limitation CREST Rule 7; no provision of these Articles shall apply so as to require the Company to issue a certificate to any person holding such shares in uncertificated form; the permitted number of joint holders of a share shall be four; every transfer of shares from a CREST account of a CREST member to a CREST account of another CREST member shall vest in the transferee a beneficial interest in the shares transferred, notwithstanding any agreements or arrangements to the contrary however and whenever arising and however expressed. Accordingly, each CREST member who is for the time being registered as the holder of any shares in the capital of the Company shall hold such shares upon trust for himself and for those persons (if any) whose CREST accounts are duly credited with any such shares or in favour of whom shares are to be withdrawn from the CREST system pursuant to a settled stock withdrawal instruction; and the member and all such persons, to the extent respectively of the shares duly credited to their respective CREST accounts or the subject of a settled stock withdrawal instruction, shall accordingly have beneficial interests therein. Where a dematerialised instruction is expressed to have been sent on behalf of a person by a Sponsor or by EUI:- (A) the person on whose behalf the instruction is expressed to have been sent shall not be able to deny to the addressee:- (A1) (A2) that the instruction was sent with his authority; or that the information contained in it is correct; and (B) the Sponsor or EUI, as the case may be, shall not be able to deny to the addressee:- 11/ _3 20

22 (B1) that he has authority to send the dematerialised instruction; or (B2) that he has sent the dematerialised instruction. (x) Where a dematerialised instruction is expressed to have been sent by a person, and it is not expressed to have been sent on behalf of another person, the first person shall not be allowed to deny to the addressee:- (A) (B) that the information contained in the instruction is correct; or that he has sent it. (xi) An addressee who receives a dematerialised instruction (whether directly, or by means of the facilities of a Sponsor acting on his behalf) may (subject to Articles 54(1)(c)(xii) and 54(1)(c)(xiii)) accept that at the time when it was sent or any time thereafter:- (A) (B) (C) the information contained in the instruction was correct; the user or authorised operator identified in the instruction as having sent the instruction did send it; and if the instruction was expressed to have been sent on behalf of a person, it was sent with the authority of that person. (xii) Subject to Article 54(1)(c)(xiv) an addressee shall not be allowed to accept any of the matters specified in Article 54(1)(c)(xi) where, at the time when he received the dematerialised instruction or at any time thereafter, he was a person who was not either the Company or a Sponsor receiving (in either case) dematerialised instructions on behalf of the Company, and he had actual notice:- (A) (B) (C) that any information contained in it was incorrect; that the user or EUI expressed to have sent the instruction did not send it; or if the instruction was expressed to have been sent on behalf of a person, that the person had not given to EUI or the sponsor identified in the instruction as having sent it his authority to send the instruction on his behalf. 11/ _3 21